Closing Date Intercompany Debt definition

Closing Date Intercompany Debt means one or more intercompany loans or transfers on or prior to the Closing Date to fund the Borrower’s Cash Requirement.
Sample 1

Examples of Closing Date Intercompany Debt in a sentence

  • At Closing, ATH and each Subsidiary, as applicable, will execute promissory notes (the "Notes") in an aggregate amount equal to such inter-company debt, as adjusted to reflect any increase or decrease through the Closing Date ("Intercompany Debt").

  • Xxxxxxxx as of the Closing Date, which takes into account the limitation on accrual of interest as set forth in subparagraph 1(c) hereof (the "Closing Date Intercompany Debt"), in each case prepared in accordance with accounting principles as historically used by Cityside with respect to the Acquired Companies, consistently applied ("Final Closing Statement"), and will deliver the Final Closing Statement to Norwest.

  • If Norwest and Cityside are unable to agree on the choice of an accounting firm, they will select a "big six" accounting firm by lot as the Accountant, provided however that the Accountant shall not be Xxxxxx Xxxxxxxx, L.L.P., KPMG Peat Marwick L.L.P. or Deloitte & Touche L.L.P., or any other firm having a significant relationship with any party hereto, which shall be jointly instructed by Norwest and Cityside to determine the amount of Net Worth and Closing Date Intercompany Debt.

Related to Closing Date Intercompany Debt

  • Intercompany Debt has the meaning specified in Section 7.02.

  • Closing Date Indebtedness means the aggregate amount of Indebtedness of the Company as of immediately prior to the Closing.

  • Closing Date Cash means Company Cash as of 11:59 P.M. on the date immediately prior to the Closing Date.

  • Closing Indebtedness Amount means, as of immediately prior to the Effective Time, the aggregate amount of Indebtedness of the Company, including all accrued and unpaid interest, prepayment penalties or fees, and other unpaid fees and expenses payable in respect of such Indebtedness through the Effective Time.

  • Subordinated Intercompany Debt shall have the meaning assigned to such term in Section 6.01(e).

  • Estimated Closing Indebtedness has the meaning set forth in Section 2.4(a).

  • Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a).

  • Final Closing Indebtedness means the aggregate amount of Closing Indebtedness set forth in the Final Closing Statement.

  • Closing Indebtedness means Indebtedness of the Company and its Subsidiaries as of immediately prior to the Closing (without giving effect to the Transactions but including any prepayment penalties, premia, breakage costs or similar amounts payable with respect to the Closing).

  • Estimated Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a) hereof.

  • Final Closing Cash shall have the meaning set forth in Section 2.11(g).

  • Closing Cash Amount has the meaning set forth in Section 2.2.

  • Final Closing Balance Sheet shall have the meaning set forth in Section 2.3(e).

  • Closing Cash means the aggregate amount of all Cash of the Company as of the close of business on the day immediately preceding the Closing Date.

  • Closing Date Working Capital has the meaning specified in Section 2.3(b).

  • Intercompany Payables means all account, note or loan payables and all advances (cash or otherwise) or any other extensions of credit that are payable by Seller or any of its Affiliates (other than the Bank or the Transferred Subsidiaries) to the Bank or the Transferred Subsidiaries.

  • Closing Date Term Loans means the Term Loans made by the Term Lenders on the Closing Date to the Borrower pursuant to Section 2.01(1).

  • Closing Date Payment has the meaning set forth in Section 2.04(a)(i).

  • Closing Date Purchase Price shall have the meaning set forth in Section 2.1 hereof.

  • Closing Balance Sheet has the meaning set forth in Section 2.4(a).

  • Acquisition Debt means any Indebtedness incurred by the Borrower or any of its Subsidiaries for the purpose of financing, in whole or in part, a Material Acquisition and any related transactions or series of related transactions (including for the purpose of refinancing or replacing all or a portion of any pre-existing Indebtedness of the Borrower, any of its Subsidiaries or the person(s) or assets to be acquired); provided that (a) the release of the proceeds of such Indebtedness to the Borrower and/or its Subsidiaries is contingent upon the consummation of such Material Acquisition and, pending such release, such proceeds are held in escrow (and, if the definitive agreement (or, in the case of a tender offer or similar transaction, the definitive offer document) for such acquisition is terminated prior to the consummation of such Material Acquisition or if such Material Acquisition is otherwise not consummated by the date specified in the definitive documentation relating to such Indebtedness, such proceeds shall be promptly applied to satisfy and discharge all obligations of the Borrower and/or its Subsidiaries in respect of such Indebtedness) or (b) such Indebtedness contains a “special mandatory redemption” provision (or other similar provision) or otherwise permits such Indebtedness to be redeemed or prepaid if such Material Acquisition is not consummated by the date specified in the definitive documentation relating to such Indebtedness (and if the definitive agreement (or, in the case of a tender offer or similar transaction, the definitive offer document) for such Material Acquisition is terminated in accordance with its terms prior to the consummation of such Material Acquisition or such Material Acquisition is otherwise not consummated by the date specified in the definitive documentation relating to such Indebtedness, such Indebtedness is so redeemed or prepaid within 90 days of such termination or such specified date, as the case may be).

  • Intercompany Loans shall have the meaning provided in Section 10.05(h).

  • Closing Date Business Plan means the set of Projections of Borrowers for the 3 year period following the Closing Date (on a year by year basis, and for the 1 year period following the Closing Date, on a month by month basis), in form and substance (including as to scope and underlying assumptions) satisfactory to Agent.

  • Closing Cash Payment has the meaning set forth in Section 2.06(a).

  • Closing Debt means the aggregate principal amount of, and accrued interest on, all Debt of the Company as of the close of business on the day immediately preceding the Closing Date.

  • Closing Date Net Working Capital means the Net Working Capital as of the Closing Date.